Holding(s) in Company

Whitbread PLC
4 August 2004



Letter to Whitbread PLC

NOTIFICATION OF INTEREST(S) IN SHARES UNDER SECTION 198 COMPANIES 
ACT 1985 ('THE ACT')

Whitbread PLC

This notification supersedes any previous notification from AXA Investment 
Managers UK Ltd.

We are writing on behalf of AXA S.A. of 25 Avenue Matignon, 75008 Paris and its 
Group Companies who are deemed to have an interest in these shares.

AXA S.A. knows that they were interested in 53,331,837 ord GBP 0.50 shares in 
the 297,495,738 share capital immediately after the time when the obligation of 
disclosure arose pursuant to section 198 of the Act. These shares are 
represented by a beneficial interest of 5,143,602 shares (1.73%), and a 
non-beneficial interest of 48,188,235 shares (16.20%).

The identity of each registered holder of the shares to which this notice 
relates, so far as is known to AXA Investment Managers UK Ltd, as at 03/08/04, 
is as per the attached Appendix.

This notification of change is due to a decrease in the total holding from 
18.00% to 17.93%.

From AXA Investment Managers


 
                     DISCLOSURE OF INTEREST IN SHARES OF
        APPENDIX -  NOTICE UNDER SECTION 198 OF THE COMPANIES ACT 1985 

                      Whitbread PLC ord GBP 0.50 shares

Total number of shares held as at 03/08/04 was 53,331,837 the breakdown of which 
is set out below:


Name of the Company/Fund   Number of   Particulars of                          Registered as
                            Shares     Beneficial owners
     
AXA UK Investment Co ICVC   28,279     Trustees of AXA UK Investment Co ICVC   Chase Nominees Ltd
Global Distribution Fund               Global Distribution Fund                a/c 17336
(Non-Beneficial)

AXA UK Investment Co ICVC   52,277     Trustees of AXA UK Investment Co ICVC   Chase Nominees Ltd
Global Growth Fund                     Global Growth Fund                      a/c 17260
(Non-Beneficial)

Sun Life Pensions           75,000     Sun Life Pensions Management Ltd        HSBC Global Custody Nominee (UK) Limited 
Management Ltd A/c X
(Beneficial)

Sun Life Assurance       1,328,460     Sun Life Assurance                      HSBC Global Custody Nominee (UK) Limited 
Society Plc                            Society Plc
(Beneficial)

Sun Life Unit Assurance    618,000     Sun Life Unit Assurance Ltd             HSBC Global Custody Nominee (UK) Limited 
Ltd A/c X
(Beneficial)

Sun Life Unit Assurance    300,000     Sun Life Unit Assurance Ltd             HSBC Global Custody Nominee (UK) Limited 
Ltd A/c X
Beneficial)

Sun Life Unit Assurance    381,000     Sun Life Unit Assurance Ltd             HSBC Global Custody Nominee (UK) Limited 
Ltd A/c X
(Beneficial)

Sun Life Unit Assurance    373,057     Sun Life Unit Assurance Ltd             HSBC Global Custody Nominee (UK) Limited 
Ltd A/c X
(Beneficial)

Sun Life Pensions            4,246     Sun Life Pensions Management Ltd        Smith & Williamson Nominees Ltd
Management Ltd
(Beneficial)

Sun Life Pensions           26,314     Sun Life Pensions Management Ltd        BNY (OCS) Nominees Limited
Management Ltd
(Beneficial)

AXA France                  10,855     (Registration details available upon
(Non-Beneficial)                       request)

AXA Belgium                   5,119     (Registration details available upon
(Beneficial)                           request)

AXA Colonia Konzem         325,319     (Registration details available upon 
(Beneficial)                           request)

AXA Colonia Konzem           8,000    (Registration details available upon 
(Non-Beneficial)                       request)

AXA Sun Life Plc         1,707,087     AXA Sun Life Plc                       AXA Sun Life Plc
(fmly Axa Equity & Law                 (fmly Axa Equity & Law
Life Assurance Society                 Life Assurance Society
plc)                                   plc)
(Beneficial)

AXA Ireland Pension Fund     3,600     AXA Ireland Pension Fund               Chase Nominees Ltd
(Non-Beneficial)                                                              a/c 21652

AXA Financial Inc       45,172,365     Bernstein
(Non-Beneficial)

AXA Financial Inc        2,535,493     AXA Rosenberg
(Non-Beneficial)

AXA Financial Inc*         377,366     Alliance Capital Management LP -
(Non-Beneficial)                       See note below


                                                Holdings as % of Issued Capital

    Total Beneficial Interest     5,143,602                   1.73

Total Non-Beneficial Interest    48,188,235                  16.20

                        Total    53,331,837                  17.93%


 
*AXA FINANCIAL INCLUDES HOLDINGS FOR ALLIANCE CAPITAL MANAGEMENT LP
Alliance Capital Management LP ('Alliance Capital') is an investment advisor
registered under the Investment Advisors Act of 1940. Alliance Capital provides 
investment advisory services to corporate employee benefit plans subject to the 
Employee Retirement Income Security Act of 1974 ('ERISA'), public employee 
retirement systems, investment companies and separate accounts registered under 
the Investment Company Act of 1940, foundations, endowment funds, tax-exempt 
organisations, and other institutional investors and individuals. Alliance 
Capital manages investment assets on behalf of its clients which confers upon 
it, among other things, the right to vote on behalf of its clients. Under the 
federal securities laws, the right to vote or make investment decisions with 
respect to a security (even if such right is constrained by fiduciary duties 
and does not carry with it any pecuniary interest in the securities) is 
enough to confer beneficial ownership on the security on a person. Any shares 
deemed beneficially owned by Alliance Capital were acquired solely for 
investment purposes in the ordinary course and not for the purpose or intent of 
influencing control over the issuer.





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